Acceptance Flashcards
1
Q
What is acceptance?
A
Acceptance is a manifestation of a willingness to enter into the agreement by the offeree.
2
Q
Acceptance rules (5)
A
- Offeree must know about the offer in order to accept it.
- Offeree must communicate acceptance to the offeror in order for their acceptance to become effective.
- Offeree must accept according to the rules of the offer.
- If there is ambiguity about whether the offer is bilateral or unilateral, acceptance can be by either performance or a return promise.
- Under the UCC, if acceptance is by performance (shipment of goods) but the goods are wrong, the UCC treats this as acceptance + breach.
3
Q
Mailbox Rule
When does the MR not apply (4)?
A
An acceptance sent by mail is effective when the letter is sent.
The Mailbox Rule does NOT apply:
- If the offeree sends something else back first (rejection, counteroffer, etc.)
- To other types of communications (revocations, rejections, etc.)
- To option Ks. Options Ks must be received by offeror by the time stated in the option K.
- It is unclear whether the MR applies to other media (fax, emails, etc.)
4
Q
Can an offeree accept by silence?
What are the four exceptions?
A
Silence is not acceptance unless:
- Unilateral reward offers or contests.
- Unilateral offer in which the parties are geographically close (such that the offeror will see that performance has occurred).
- A past history of silence as acceptance (such that the offeree should actually reasonably notify the offeror if she does NOT accept).
- The offer says that acceptance MUST come by silence, AND the offeree intends to accept the offer by silence.
5
Q
What is an implied-in-fact K?
A
When a person’s assent to an offer is inferred solely from the person’s conduct, the resulting agreement is an implied-in-fact K.
Person must have intended the conduct and known/should have known that conduct would have caused offeror to understand the conduct to be assent.
